Current Report Filing (8-k)
28 December 2017 - 8:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 27, 2017
MELINTA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-35405
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45-4440364
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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300 George Street, Suite 301, New Haven, CT
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06511
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (312)
767-0291
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On December 27, 2017, the Company held a
special meeting of its stockholders. At the special meeting, the holders of a total of 14,559,652 shares of the Companys common stock were present in person or by proxy, representing 66.18% of the total number of shares outstanding and
entitled to vote at the meeting, thus constituting a quorum. The proposals set forth below were submitted to a vote of the stockholders at the special meeting, such proposal being further described in the Notice of Special Meeting of Stockholders
and Proxy Statement filed with the Securities and Exchange Commission on December 15, 2017. Set forth below are the final voting results for the proposals, which were approved by the requisite vote of stockholders.
(1) Approval of the issuance of common stock, par value $0.001 per share, of the Company, pursuant to the Medicines purchase agreement, the Deerfield
commitment letter and the equity commitment letters, and the issuance of the Deerfield warrant (and the shares issuable upon exercise of, or otherwise pursuant to, such warrant) as contemplated by the Deerfield commitment letter.
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Votes
Cast For
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Votes
Cast Against
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Abstentions
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Broker
Non-Votes
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14,267,842
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41,501
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250,309
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0
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(2) Approval of the proposal to adjourn the meeting, if necessary, if a quorum is present, to solicit additional proxies, in
the event that there are not sufficient votes at the time of the meeting to approve proposal 1.
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Votes
Cast For
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Votes
Cast Against
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Abstentions
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Broker
Non-Votes
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13,976,013
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329,302
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254,337
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: December 27, 2017
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Melinta Therapeutics, Inc.
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By:
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/s/ Paul Estrem
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Paul Estrem
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Chief Financial Officer
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-3-
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